It had been years since the last time she really let somebody in. Louis had been nice enough, and she had liked him, but… he just wasn't Max. Max was the kind of guy who knew how to break down her walls of insecurity and make her feel good about herself, and no one else on the planet would ever know her that well; she was sure of it.

But then she met him, and she wasn't so sure anymore. Was it possible to win the lottery twice? That hardly seemed fair in her opinion, given that some people didn't even win it once, but Ted was special. Ted was the kind of guy that quickly learned how to make her laugh and he took advantage of that, because he loved seeing her smile. After they met at the Farhampton train station, they became fast friends, and she found herself opening up to him in ways she had never done with anyone- anyone but Max. He made her feel safe in the same way that Max had, and she didn't feel the need to keep secrets from him. Before she knew it, Ted Mosby became her best friend.

He liked all of her silly little quirks and even shared a few of them himself, and he was so much like Max that it almost scared her; especially how quickly she found herself falling for him. Even if she had convinced herself it was okay to finally move on, she still wasn't sure. Would it be right to love again? It didn't feel right, no matter how badly she wanted it to, and a few times she cried herself to sleep while her thoughts raced. She loved Ted, but she loved Max. She loved Max, but she wanted to love Ted. She wanted to love Ted and she couldn't let herself, because she loved Max. Whenever Ted was around, Max was, too, looming over her head like an angel paperweight. It killed her to think of him that way, and that was exactly why she couldn't let herself fall in love with Ted Mosby.

But she did. She loved him, and it drove her crazy, so she found herself pushing him away the more she wanted him near. The more she pushed, the more it hurt, and it got to the point where she just didn't know what to do anymore. She needed Ted; that much was becoming painstakingly clear. On nights when she didn't answer his calls, she missed hearing his voice, and she hated herself for letting him down. She wanted to make Ted happy, but she couldn't do that unless she let herself love him, and she couldn't. She just couldn't. If she loved him, she'd have to love Max a little less, and then she would surely lose him.

But hadn't she already lost him? This thought occurred to her on a particularly gloomy, cold night in December, and the tears streamed down her cheeks as she sat curled on the couch in her apartment. As much as she tried over the years to convince herself Max was still with her, he wasn't. He was killed in a hit and run in 2005, and he wasn't coming back. She could live her life never stopping loving him, but she would never get anything back. Sure, he might still love her wherever he was, if the afterlife really did exist, but there was no proof of it anywhere. There were no calls on her birthday, no kisses or hugs, no flowers or gentle teasing or nights of fevered passion. Over the years, she'd let herself pine over her first real love and she hadn't let herself truly accept that he was gone. She told herself that she did, internally and aloud, but it was never really true. Over the years, she'd become lonely and closed off, and that had to change. She couldn't grow old living a completely one-sided love life. So she called him.

Despite how hard it was snowing and how bitterly cold it was outside, Ted had come without hesitation when he heard the tears in her voice, spending twenty minutes outside in the harsh weather trying to catch a cab and bursting through the door of her apartment as fast as he possibly could. Standing in the doorway with snowflakes glistening in his messy hair and on his scarf and wool jacket, he hadn't even bothered to kick his shoes off before hurrying to her side when he saw the state she was in. She had her knees pulled up to her chest as she sat on the couch, and her face was covered with tear tracks and mascara lines. She was still crying, and when she saw him, she only started to cry harder. She wanted to move on. Oh, she wanted to move on. She wanted to love this man. But could she? Could she ever give him all of the love that he deserved?

"Why are you crying?" he asked her softly when he sat down, but his gentle tone was laced with obvious concern, and he pulled her into his arms the second he was on the couch. She curled into his damp embrace, successfully making his jacket even wetter with her tears, and he held her tighter while she cried. She didn't answer him at first, and Ted didn't pry; he just held her, letting herself cry for as long as she needed to. How long had she been like this? What was wrong?

"It's Max," she finally choked out, and Ted's brow furrowed. She had told him about Max and the tragic end their romance had, and he couldn't understand what this could possibly be about. So he just stroked her hair, held her close and waited for her to continue.

"It's been years, and I still just can't let him go…" She squeezed her eyes shut at that, clutching Ted's jacket, and he ran his hand down from her hair to rub her back, trying to comfort her as best as he could.

"There's nothing wrong with that. You loved him," he whispered in response, hoping it would make her feel a bit better, and her response came with so much force that it shocked him.

"Yes, there is! There is something wrong with that! You can't honestly tell me there's nothing wrong with me living my life, day by day, endlessly loving him even though it's only going to hurt me! I can't move on, Ted, but I want to, and that terrifies me, and I just don't know what to do anymore! It hurts!"

"What hurts?" he asked in response, trying to keep his voice even despite how much the pain in her voice frightened him. She was always such a bubbly, happy person, and seeing her break down like this made him feel like he'd made a serious error in judgement. He'd assumed she was perfectly happy when he should have seen how damaged she was. He should have realized so he could at least try to help her. After all, she'd been his rock for weeks after the wedding; she was the only person who wouldn't judge him about his feelings for Robin and try to get their opinions in. She would just listen, and offer him a bit of helpful advice when he needed it; because of her, he finally moved on.

"Love!" she gasped out, unable to think of a better way to put it, because it was the truest way she could explain it. Love was what was hurting her; her love for Max and her love for Ted. Her love for both of them was eating her up inside and the guilt it caused her was overpowering. She just wanted it to stop.

He held her tighter, cradling her head against his shoulder, afraid that if he let her go she might fall apart. He couldn't handle losing her.

"Just take a few deep breaths, okay? It's all going to be fine. You're going to be fine. You're going to be fine…"

"I love you!" she finally sobbed out, unable to hold it in any longer. Keeping it a secret was one of the things that caused her the most pain. Maybe if he knew, it would stop hurting, just a little bit. "I love you, and I want to be with you, but I'm scared. I'm scared to move on, because it's been years, and if I move on from him… I'll lose him, and I love him, too… Ted, I don't know what to do…"

Her sobs melted into weak, broken crying, and Ted wasn't sure what he wanted to feel. Hearing her say those words; hearing that she loved him, too; was enough to make him want to jump for joy, but she seemed so broken and terrified about it that he just couldn't. He didn't want to be the reason she felt that way. He didn't want her to be afraid of her feelings, because she deserved to be happy; a person as wonderful as her deserved everything.

Shifting her in his arms, Ted released her to cup both of her cheeks in his hands, wiping away her tears with his thumbs as he looked down into her eyes, just wishing he could make her stop trembling. So he did his best to ease her guilt and fear, never once breaking eye contact with her.

"I don't expect you to stop loving him," he told her softly with honesty, and he continued before she could interrupt him, "I'm never going to ask you to stop loving him, because he isn't just some ex-boyfriend. He's not some jerk that dumped you for another girl, and he's not a guy you're just taking a break from; he died. He was taken away from you in the cruelest, most unfair way possible, and you have absolutely no reason to stop loving him."

Shaking his head, Ted stroked her cheeks, wiping away more tears.

"Asking you to stop loving him would make me the jerk, and I'm never going to do that to you, and do you know what? I don't think Max would, either."

Her breath hitched a little at that, and Ted quickly pressed on, "He loved you, too, didn't he? A lot, right? Well, do you think he'd really tell you that you aren't allowed to fall in love again just because he's not here anymore? Do you really think he'd want you to be unhappy?"

Her eyes shimmered with more tears, and he could see her mulling it over a bit. Obviously she had never really considered it this way, and Ted hoped and prayed that his little speech was working; that it would make her stop hating herself for how she felt. He hated himself for being the reason she was in so much pain.

"No…" she finally whispered, a single tear slipping down her cheek, and her voice wavered as she spoke, "He wouldn't want to see me like this… He used to make me so happy…"

"So let him make you happy this one last time," Ted told her softly, pushing a strand of hair out of her face, "Let him make you happy by doing what makes you happy; stop feeling so guilty for how you feel and just… feel it."

A few more tears spilling over, she continued to stare up at him for another moment before hesitantly leaning up and pressing her lips to his, her eyes sliding shut as the salty tears slipped down her cheeks. Ted responded gently to her kiss, brushing the last of her tears away and cradling her face as if she might break, pressing soft kisses to her cheeks, forehead and eyelids when they broke apart.

For a long time they said nothing, just staying close to each other with their foreheads pressed together, and eventually she shifted so she was leaning against him, shifting her head to lay it on his shoulder. His jacket was still damp, and a part of her was worried he was going to get sick, but she didn't want to move. Let the truth be known, neither did he.

"I love you," he finally whispered in her ear, and she shivered, clutching him tighter as he continued, "I'm always going to love you, until the end of my days. Please… just give me a chance. Give me a chance to make you happy…"

She remained quiet for a long moment, having no clue what to say, and they both jumped when there was a loud crash in her bedroom. Leaping to her feet, she hurried to see what it had been, a hand flying to her mouth to stifle the soft sob that was threatening to rise. Her ukulele had toppled off of her dresser, knocking her yellow umbrella over in the process, and what would seem insignificant to anyone else meant absolutely everything to her.

Her last piece of Max had nudged forward her first piece of Ted, as if telling her that it was okay to pick it up and give it a chance. Max wanted her to be happy, and that one little sign was all she needed.

Shakily turning to face Ted; who had stood up when she did with concern; she nodded. Hurrying forward, she wrapped her arms around his neck and kissed him full on as her tears fell, finally letting go of all of the guilt she had been feeling for wanting this. She was finally going to be happy, and she was finally going to be loved.

She'd never stop loving Max, but she would never stop loving Ted, either.